Company Secretary

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Querist : Anonymous

Querist : Anonymous (Querist)

06 August 2010 Dear Sir,

When should a company compulsorily appoint a company secretary ?

CMA. CS. Sanjay Gupta

CMA. CS. Sanjay Gupta (Expert)
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06 August 2010 Every Comapny having share capital of Rs. 5Crore or more.

In exercise of the powers conferred by clauses (a) and (b) of sub-section (1) of section 642 read with clause (45) of section 2 and section 383A of the Companies Act, 1956 (1 of 1956), the Central Government hereby makes the following rules further to amend the Companies (Appointment and Qualifications of Secretary) Rules, 1988, namely :—

1. (1) These rules may be called the Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009.

(2) They shall come into force from the 15th day of March, 2009.

2. In the Companies (Appointment and Qualifications)of Secretary) Rules, 1988, in rule 2,

(i) in sub-rule (1) and in the proviso to sub-rule (4), for the words "rupees two crores" the following words shall be substituted, namely:—

"five crore rupees";

(ii) in sub-rule (3), the second and third proviso shall be omitted;

(iii) after sub-rule (3), the following sub-rule shall be inserted, namely:—

"(3A) A company having a paid up share capital of two crore rupees or more but less than five crore rupees may appoint any individual who possesses the qualification of membership of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 (56 of 1980), as a whole-time secretary to perform the duties of a secretary under the Companies Act, 1956:

Provided that where a company has appointed under sub-rule (3) or this sub-rule, a whole-time company secretary, possessing the qualification of membership of the Institute of Company Secretaries of India, such a company is not required to obtain a certificate from a secretary in whole-time practice under rule 3 of the Companies (Compliance Certificate) Rules, 2001."

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VINOD ARORA

VINOD ARORA (Expert)
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06 August 2010 Pursuant of Section 383A of the Companies Act, 1956 read with Companies (Appointment & Qualification of Secretary) Rules, 1988 and the Notification No. G.S.R.11(E) dated 05.01.2009, a company whose paid-up capital is Rs. 5 Crore or more is mandatorily required to appoint a Company Secretary. However, it is optional for a company whose paid-up capital is between Rs. 10 lakh and less than Rs. 5 crore to appoint a Company Secretary on whole time employment basis; in case it opts not to appoint a Company Secretary on whole time employment basis, it is required to obtain compliance certificate from the Company Secretary in whole time practice(PCS).

Where a company obtains compliance certificate, there is no need to file Form No.32 either at the time of engagement or at the time of change or cessation of such PCS.

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